UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2013
VRINGO, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34785 | 20-4988129 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
780 Third Avenue, 15th Floor, New York, NY 10017
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (646) 525-4319
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 18, 2013, Vringo, Inc. (the “Company”) provided written notice to the NYSE MKT LLC (the “NYSE MKT”) that the Company intends to transfer the listing of the Company’s common stock and warrants from the NYSE MKT to the NASDAQ Capital Market, and withdraw the listing and registration of the common stock and warrants from the NYSE MKT. The common stock and the warrants have been authorized for listing on the NASDAQ Capital Market. The Company expects that its common stock and warrants will cease trading on the NYSE MKT at the close of business on or about April 29, 2013, and will begin trading on the NASDAQ Capital Market on or about April 30, 2013, where the common stock and warrants will continue to trade under the stock symbol “VRNG” and “VRNGW”, respectively.
A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibits | |
| 99.1 |
Press release, dated April 19, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VRINGO, INC. | |||
| Date: April 19, 2013 | By: |
/s/ Andrew D. Perlman | |
| Name: | Andrew D. Perlman | ||
| Title: | Chief Executive Officer | ||
News Release
VRINGO TO BEGIN TRADING ON NASDAQ
Ticker Symbol Will Remain "VRNG"
NEW YORK - April 19, 2013 - Vringo, Inc. (NYSE MKT: VRNG), a company engaged in the innovation, development, and monetization of mobile technologies and intellectual property, today announced that it has been approved for listing on NASDAQ under the symbol "VRNG", and the warrants will trade under the new symbol "VRNGW."
Trading on NASDAQ is expected to commence on April 30, 2013. Vringo's common stock and warrants will continue to trade on the NYSE MKT until the market close on April 29, 2013.
"We believe that NASDAQ offers an exciting platform for our growing company," said Andrew Perlman, Chief Executive Officer of Vringo. "We feel that NASDAQ's international presence aligns with our intention to create, acquire and monetize intellectual property on a global scale. In addition, we believe that listing on NASDAQ will increase our exposure to institutional shareholders."
"We are extremely pleased to welcome Vringo to the NASDAQ Stock Market," said Andrew Hall, Managing Director, NASDAQ OMX. "We are confident that a listing with NASDAQ will provide Vringo with enhanced visibility, greater liquidity and increased exposure to the institutional investment community. We look forward to our partnership with Vringo in the years to come."
Forward-Looking Statements
This press release includes forward-looking statements, which may be identified by words such as "believes," "expects," "anticipates," "estimates," "projects," "intends," "should," "seeks," "future," "continue," or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein. Factors that could cause actual results to differ materially include, but are not limited to: our inability to license and monetize our patents, including the outcome of the litigation against online search firms and other companies; our inability to monetize and recoup our investment with respect to patent assets that we acquire; our inability to develop and introduce new products and/or develop new intellectual property; new legislation, regulations or court rulings related to enforcing patents, that could harm our business and operating results; the inability to realize the potential value created by the merger with Innovate/Protect for our stockholders; unexpected trends in the mobile phone and telecom infrastructure industries; our inability to raise additional capital to fund our combined operations and business plan; our inability to maintain the listing of our securities on a major securities exchange; the potential lack of market acceptance of our products; potential competition from other providers and products; our inability to retain key members of our management team; and other risks and uncertainties and other factors discussed from time to time in our filings with the Securities and Exchange Commission ("SEC"), including our annual report on Form 10-K filed with the SEC on March 21, 2013. Vringo expressly disclaims any obligation to publicly update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.
Contacts
Investors and Media:
Cliff Weinstein
Executive Vice President
Vringo, Inc.
646-532-6777
cweinstein@vringoinc.com